公司内部治理结构调整

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金健米业: 金健米业关于修订《公司章程》并取消公司监事会的公告
Zheng Quan Zhi Xing· 2025-06-30 16:34
Overview - The company, Jinjian Rice Industry Co., Ltd., has announced the revision of its Articles of Association and the cancellation of its Supervisory Board, with the decision made during the 40th meeting of the 9th Board of Directors on June 30, 2025 [1]. Revision Summary - The revision of the Articles of Association focuses on enhancing shareholder rights protection, improving internal governance structure, and refining operational processes, including the organization and member setup of the company's Party Committee and Discipline Inspection Committee [1]. - Following the revision, the Supervisory Board will be abolished, and its functions will be transferred to the Audit Committee of the Board of Directors, leading to the repeal of the "Rules of Procedure for the Supervisory Board" [1]. Specific Changes - The first article emphasizes the protection of the legal rights of the company, shareholders, and creditors, while also highlighting the political core role of the Party Committee [1]. - The eighth article clarifies that the Chairman serves as the legal representative of the company, and if the legal representative resigns, a new representative must be appointed within 30 days [1]. - The ninth article states that the legal representative's civil activities will be legally binding on the company, and limitations imposed by the Articles or shareholders cannot be used against good faith third parties [1]. - The twelfth article establishes a clear governance structure, delineating the responsibilities of the Party Committee, Board of Directors, and management [1]. - The thirteenth article asserts that the Articles of Association will serve as a legally binding document for the company, shareholders, directors, and senior management [1]. - The twenty-first article specifies that the company or its subsidiaries cannot provide financial assistance for acquiring shares, except under certain conditions [1]. - The twenty-fourth article outlines the conditions under which the company may repurchase its shares, including capital reduction and employee stock plans [1]. - The thirty-third article details the rights of shareholders, including profit distribution and the right to participate in shareholder meetings [1]. - The forty-second article mandates that controlling shareholders and actual controllers must exercise their rights and fulfill obligations in accordance with laws and regulations [1].